Financial Information; Solvency. (a) Parent has made available to the independent directors of the Company Board true and correct copies of (i) the audited consolidated balance sheets of Staples and its Subsidiaries as of February 3, 2018 (Successor) and January 28, 2017 (Predecessor) and the related audited consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of Staples and its Subsidiaries for the periods June 15, 2017 through February 3, 2018 (Successor) and January 29, 2017 through September 12, 2017 and the years ended January 28, 2017 and January 30, 2016 (Predecessor), together with a report on the financial statements from the independent accounts for Staples and its Subsidiaries (the “Staples Audited Financial Statements”), and (ii) the unaudited condensed consolidated balance sheets of Staples and its Subsidiaries as of May 5, 2018 and the unaudited condensed consolidated statements of comprehensive income and cash flows of Staples and its Subsidiaries for the thirteen weeks ended May 5, 2018 (the “Staples Interim Financial Statements” and, together with the Staples Audited Financial Statements, the “Staples Financial Statements”).
(b) The Staples Financial Statements were prepared in accordance with GAAP consistently applied during the periods covered thereby (except as may be indicated in the notes thereto), subject, in the case of the Staples Interim Financial Statements, to normal and recurring year-end adjustments, none of which would be material (individually or in the aggregate), and the absence of notes. The Staples Financial Statements present fairly, in all material respects, the consolidated financial position and the consolidated results of operations of Parent for the periods covered thereby, subject, in the case of the Staples Interim Financial Statements, to normal and recurring year-end adjustments, none of which are reasonably expected to be material (individually or in the aggregate) and the absence of notes.
(c) Upon the consummation of the Contemplated Transactions, assuming the accuracy of the representations and warranties of the Company contained in Article IV, (i) Parent will not be insolvent, (ii) Parent will not be left with unreasonably small capital, (iii) Parent will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature and (iv) the capital of Parent will not be impaired.
Financial Information; Solvency. All information delivered to Administrative Agent and pertaining to the financial condition of any Credit Party fairly presents the financial position of such Credit Party as of such date in conformity with GAAP (and as to unaudited financial statements, subject to normal year-end adjustments and the absence of footnote disclosures). Since June 30, 2007, there has been no material adverse change in the business, operations, properties, prospects or condition (financial or otherwise) of any Credit Party. Each Borrower and each additional Credit Party is Solvent.
Financial Information; Solvency. The Administrative Agent and the Arrangers shall have received:
i. With respect to Caraustar and its Subsidiaries, (A) audited consolidated balance sheets and related consolidated statements of income, shareholder’s equity and cash flows for the three most recently completed fiscal years ended at least ninety (90) days prior to the Restatement Effective Date and (B) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for the nine months ended September 30, 2018 and the nine months ended September 30, 2017 (which interim financial statements described in this clause (B) shall be SAS 100 reviewed), together with drafts of customary comfort letters (including “negative assurance” comfort) from Caraustar’s independent accountants related thereto that such auditors are prepared to issue at the time of pricing and issuance of the 2027 Senior Notes.
ii. A Solvency Certificate in substantially the form of Exhibit I signed by the Chief Financial Officer of the Company certifying that (after giving pro forma effect to the Transactions and the incurrence of indebtedness related thereto) the Company and its Subsidiaries (on a consolidated basis) are Solvent.
Financial Information; Solvency. (a) All balance sheets, all statements of operations, stockholders’ or members’ equity and cash flows (excluding Projections and pro forma financial information) of the Loan Parties which have been or shall hereafter be furnished by or on behalf of the Borrower to each Lender and the Agent for the purposes of or in connection with this Agreement or any transaction contemplated hereby, have been prepared in accordance with GAAP consistently applied throughout the periods involved and present fairly in all material respects the matters reflected therein subject, in the case of unaudited statements, to changes resulting from normal year-end audit adjustments and except as to the absence of footnotes; provided, however, that financial statements delivered by the Borrower to the Lenders and the Agent pursuant to Section 6.1.1(c) have not been prepared in accordance with GAAP. As of the date hereof, no Loan Party has material contingent liabilities or material liabilities for taxes, long-term leases or unusual forward or long-term commitments other than those arising under the Major Project Documents or those reflected on such Loan Party’s financial statements (whether or not such items are required to be disclosed on a financial statement). The Projections that have been or shall hereafter be furnished by or on behalf of the Borrower to each Lender and the Agent are based upon estimates and assumptions stated therein, all of which the Borrower believes to be reasonable and fair in light of the then current conditions and current facts and reflect the good faith and reasonable estimates of the Borrower of the future financial performance of the Borrower and the other information projected therein for the time periods set forth therein.
(b) Each of the Loan Parties is Solvent, and each of the Loan Parties will have adequate capital to carry on its business and will be able to pay its anticipated liabilities as and when they become due.
(c) None of the transactions with respect to the Loan Documents are being entered into with the intent to delay, hinder or defraud any of the creditors of Borrower or its Subsidiaries.
Financial Information; Solvency. (a) The balance sheet of the Consolidated Borrower and Grupo Cinemex as of December 31, 2003 and the related consolidated statements of income, changes in stockholders’ equity and changes in financial position for the Fiscal Year then ended, reported on by PriceWaterhouseCoopers, S.C., a copy of which has been delivered to each of the Banks, fairly present, in conformity with Mexican GAAP, the consolidated financial position of the Consolidated Borrower and Grupo Cinemex as of such date and their consolidated results of operations and cash flows for such Fiscal Year.
(b) Since December 31, 2003 there has been no material adverse change in the business, financial condition, results, assets, properties, operations or prospects of the Consolidated Borrower and Grupo Cinemex.
(c) Each of the Obligors and each of the Consolidated Subsidiaries is Solvent, except for Cinemex Masaryk, S.A. de C.V., Cinemex Toluca II, S.A. de C.V., Cinemex San Antonio, S.A. de C.V., Cinemex Tenayuca, S.A. de C.V., Cinemex Jacarandas, S.A. de C.V., Cinemex El Xxxxxxx, X.X. de C.V., Cinemex Coacalco, S.A. de C.V., FICC Ciudad de Mexico, S.A. de C.V., Cinemex Producciones, S.A. de C.V., Producciones Expreso Astral, S.A. de C.V., Operadora Moliere, S.A. de C.V. and Teatro Xxxxxxx, X.X. de C.V.
Financial Information; Solvency. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2000 and the related consolidated statements of income, changes in stockholders' equity and changes in financial position for the Fiscal Year then ended, reported on by Arthur Andersen & Co., a copy of which has been delivered to each of xxx Xxnxx, xxxxly present, in conformity with Mexican GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such Fiscal Year.
(b) Since June 30, 2001 there has been no material adverse change in the business, financial position, results of operations or prospects of the Borrower and its Consolidated Subsidiaries, taken as a whole.
(c) The Borrower and each of its Subsidiaries are Solvent.
Financial Information; Solvency. All information delivered to Asahi and pertaining to the financial condition of the Borrowers fairly presents in all material respects, when considered together, the financial position of the Borrowers as of such date in conformity with GAAP (and as to unaudited financial statements, subject to normal year-end adjustments and the absence of footnote disclosures). As of March 31, 2009, there has been no material adverse change in the business, operations, properties or financial condition of the Borrowers. The Borrowers, considered as a whole, are Solvent.
Financial Information; Solvency. Lender shall have received (i) a copy of each of the financial statements referred to in section 8.d of this Amendment, and (ii) a certification by the Chief Financial Officer of Parent substantially in the form of Exhibit O to the Agreement (but taking into account the Proposed Transactions) regarding such financial statements and the Solvency of the Inmark Group
Financial Information; Solvency. (a) All balance sheets, all statements of operations, stockholders’ equity and cash flows, and all other financial information of the Issuer and its Subsidiaries which have been furnished by or on behalf of the Issuer and its Subsidiaries to the Initial Purchasers for the purposes of or in connection with this Agreement or any transaction contemplated hereby, including the consolidated audited balance sheets of the Issuer as of December 31, 2003, and the related consolidated statements of income and cash flows for the Fiscal Year ended December 31, 2003, together with the opinion thereon of PricewaterhouseCoopers LLP have been prepared in accordance with GAAP consistently applied throughout the periods involved and present fairly in all material respects the matters reflected therein subject, in the case of unaudited statements, to changes resulting from normal year end audit adjustments and to the absence of footnotes. As of the date hereof and except for transactions contemplated by this Agreement and the other Documents, neither the Issuer nor any of its Subsidiaries has material contingent liabilities or material liabilities for taxes, long term leases or unusual forward or long term commitments which are not reflected in the financial statements described above.
(b) The Projections are based upon estimates and assumptions believed by the Issuer and its management to be reasonable in light of current conditions and reflect the good faith estimate of the Issuer and its management of the results of operations and the other information projected therein. The Projections were prepared in a manner consistent with the preparation of the Issuer’s historical financial statements.
(c) After giving effect to the issuance of the Notes and to the consummation of the other transactions contemplated by this Agreement and the other Documents to occur on the Closing Date, each Obligor is Solvent.
Financial Information; Solvency. (a) All balance sheets, all statements of operations, stockholders’ equity and cash flows, and all other financial information of the Loan Parties which have been or shall hereafter be furnished by or on behalf of the Borrowers to each Lender and the Agent for the purposes of or in connection with this Agreement or any transaction contemplated hereby, have been prepared in accordance with GAAP consistently applied (except (i) as described in Schedule 5.4 and (ii) to the extent items in the Projections are based upon estimates) throughout the periods involved and present fairly in all material respects the matters reflected therein subject, in the case of unaudited statements, to changes resulting from normal year-end audit adjustments and except as to the absence of footnotes. Other than the repurchase obligations described in Section 6.2.2(h), neither any Borrower nor its Subsidiaries, has material contingent liabilities or material liabilities for taxes, long-term leases or unusual forward or long-term commitments.
(b) Giving effect to the transactions contemplated by this Agreement and the other Loan Documents (including, without limitation, the making of Loans, the issuance of Letters of Credit and the consummation of the Acquisition), each of the Loan Parties is Solvent.
(c) [Intentionally not used].
(d) None of the transactions with respect to the Loan Documents are being entered into with the intent to delay, hinder or defraud any of the creditors of any Borrower or any of the Borrowers’ Subsidiaries.
